ECOVIS Miškinis, Kvainauskas ir partneriai advokatų kontora
According to EU regulation, the Lithuanian Register of Legal Entities previously collected data only on shareholders of private limited liability companies owned by a single shareholder. Due to the demand of public institutions and business enterprises to receive information about shareholders and to secure transparency of business activity, the Lithuanian government imposed the requirement to prepare the list of shareholders for all private limited liability companies registered within the State.
The list of shareholders must be presented to the Register of Legal Entities. The manager of the company is responsible for preparation and presentation of the list of shareholders to the Register of Legal Entities.
The Law on Companies of the Republic of Lithuania was amended by new article 411 from March 1, 2010. This article establishes the requirements for the content of the list of shareholders and order of presentation of the list to the Register of Legal Entities. There is the transition period settled - all private limited liability companies must present their lists of shareholders by October 1, 2010.
The list of shareholders of the private limited liability company must contain:
1) name, code and registered office of the company;
2) data of each shareholder (name, surname, personal code, living address or address for correspondence of natural person; name, legal form, code and registered office of the legal entity);
3) if share belongs to several shareholders - data of each shareholder, and there must be stated which of them is the representative;
4) the number of shares owned by shareholder according to class, nominal value of the share;
5) date of acquisition of shares, indicating the number of shares according to class;
6) date of transfer of shares, indicating the number of shares according to class;
7) date of conclusion of the list of shareholders.
If shareholders indicated their address for correspondence to the company, then in the list of shareholders there must be entered their address for correspondence only. In case the shareholder is a company established in a foreign country, the list of shareholders must contain also the name of the register which accumulates and stores the data on the foreign company and registration number of such company therein.
If the company has issued only ordinary registered shares, then the requirements to indicate the class of shares are not applied.
The list of shareholders must be signed by the manager of the company. After the data in the list of shareholders has changed, the manager must prepare and present a new list. The new list must be prepared immediately after the receipt of documents confirming the changes and must be presented to the Register of Legal Entities not later than in five days from the day of preparation.
The new requirement to prepare and present the list of shareholders of private limited liability companies is the first step in implementing the government’s plan to create the Register of Shareholders of Lithuanian Private Legal Entities. This Register is intended to determine the fact of ownership of private legal entity and contributions paid therein.
Although this requirement will definitely increase the administrative load for companies (especially for those with lots of shareholders and/or intense turnover of shareholders), it should increase transparency of business activity and should also help to make business decisions and to receive information about shareholders of legal entities.